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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (date of earliest event reported): February 12, 2004
FLEMING COMPANIES, INC.
(Exact name of Registrant as specified in its charter)
OKLAHOMA 1-8140 48-0222760
(State of incorporation (Commission file number) (I.R.S. employer identification number)
or organization)
1945 LAKEPOINTE DRIVE
LEWISVILLE, TEXAS 75057
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (972) 906-8000
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ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE.
Pursuant to an Agreement for Appointment of Trustee and Termination of
Pension Plan dated as of February 12, 2004 (the "Agreement"), which Agreement is
filed herewith as Exhibit 10.1, the Pension Benefit Guaranty Corporation (the
"PBGC") has been appointed the trustee of and assumed responsibility for The
Fleming Companies Inc. Pension Plan (the "Plan") of Fleming Companies, Inc.
("Fleming"), which Plan is underfunded and terminated as of January 1, 2004. The
Plan provides benefits to approximately 17,600 of Fleming's workers and
retirees. The PBGC has indicated it will be notifying Plan participants of the
change. Fleming and its subsidiaries continue to sponsor four other pension
plans.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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10.1 __ Agreement for Appointment of Trustee and Termination of
Pension Plan, dated as of February 12, 2004, between
the Pension Benefit Guaranty Corporation and Fleming
Companies, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FLEMING COMPANIES, INC.
Date: February 19, 2004 By: /s/ REBECCA A. ROOF
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Rebecca A. Roof
Interim Chief Financial Officer
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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10.1 __ Agreement for Appointment of Trustee and Termination of Pension Plan, dated as of
February 12, 2004, between the Pension Benefit Guaranty Corporation and Fleming
Companies, Inc.